exv10w25w1



 





Exhibit 10.25.1



AMENDMENT NO. 1 TO



SALE AND SERVICING AGREEMENT 




     THIS AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT, dated as of May 28,
2004 (this “Amendment”), is entered into by and among



     (1) CAPITALSOURCE FUNDING III LLC, a Delaware limited liability company,
as the seller (together with its successors and assigns in such capacity, the
“Seller”);



     (2) CAPITALSOURCE FINANCE LLC, a Delaware limited liability company
(“CapitalSource Finance”), as the originator (together with its
successors and assigns in such capacity, the “Originator”), and as the
servicer (together with its successors and assigns in such capacity, the
“Servicer”);



     (3) VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation (together
with its successors and assigns, “VFCC”), and as the conduit purchaser
(together with their successors and assigns in such capacity, the “Conduit
Purchaser”);



     (4) WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
(together with its successors and assigns, “Wachovia”), as the swingline
purchaser (together with its successors and assigns in such capacity, the
“Swingline Purchaser” and collectively with the Conduit Purchaser, the
“Purchasers”);



     (5) WACHOVIA CAPITAL MARKETS, LLC, a Delaware corporation (together with
its successors and assigns, “WCM”), as the agent for VFCC (together with
its successors and assigns in such capacity, the “VFCC Agent”) and as
the Administrative Agent (together with its successors and assigns in such
capacity, the “Administrative Agent”); and



     (6) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), not in
its individual capacity but as the backup servicer (together with its
successors and assigns in such capacity, the “Backup Servicer”), and not
in its individual capacity but as the collateral custodian (together with its
successors and assigns in such capacity, the “Collateral Custodian”).



     Capitalized terms used but not defined herein are used as defined in the
Agreement (defined below).



     WHEREAS, the parties hereto entered into that certain Sale and Servicing
Agreement, dated as of April 20, 2004 (as further amended, supplemented,
modified or restated from time to time, the “Agreement”);



     WHEREAS, the parties hereto desire to amend the Agreement as provided
herein;



     NOW THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



 









 





     Section 1. Amendments.



     (a) Section 1.1 of the Agreement is hereby amended by adding the
following new definitions thereto:



     “Distributions”: All dividends, payments (including, without
limitation, payments of principal and interest on the Series 2002-1 Notes,
Series 2002-2 Notes and Series 2003-1 Notes), deferred payments, money and
other distributions (whether in cash or in kind) on and all interest on and in
respect of, and all proceeds of, any of the LLC Interests or the Collateral, of
whatever kind or description, real or personal, whether in the ordinary course
or in partial or total liquidation or dissolution, or any recapitalization,
reclassification of capital, or reorganization or reduction of capital, or
otherwise.



     “First Tier Assignment and Pledge Agreement”: That certain First
Tier Assignment and Pledge Agreement, dated as of May 28, 2004, by and between
CapitalSource Finance LLC, as the assignor, and CapitalSource Funding III LLC,
as the assignee, as such agreement may be amended, modified, waived,
supplemented or restated from time to time.



     “LLC Assets”: All right, title and interest of the Seller in the
membership interests in the Series 2002-1 LLC, Series 2002-2 LLC, Series 2003-1
LLC, all rights to any Distributions thereon or on the Series 2002-1 Notes, the
Series 2002-2 Notes and the Series 2003-1 Notes, and all rights of the Seller
in, to and under the First Tier Assignment and Pledge Agreement, the Second
Tier Assignment and Pledge Agreement, the Series 2002-1 LLC Agreement, the
Series 2002-2 LLC Agreement and the Series 2003-1 LLC Agreement.



     “Second Tier Assignment and Pledge Agreement”: That certain Second
Tier Assignment and Pledge Agreement, dated as of May 28, 2004 by and between
CapitalSource Funding III LLC, as the assignor, and the Administrative Agent,
on behalf of the Secured Parties, as the assignee, as such agreement may be
amended, modified, waived, supplemented or restated from time to time.



     “Series 2002-1 Class C Notes”: The Series 2002-1 Class C Notes
issued pursuant to the Series 2002-1 Indenture.



     “Series 2002-1 Class D Notes”: The Series 2002-1 Class D Notes
issued pursuant to the Series 2002-1 Indenture.



     “Series 2002-1 Indenture”: That certain Indenture, dated as of May
16, 2002, by and between CapitalSource Commercial Loan Trust 2002-1, as the
issuer, and Wells Fargo Bank, National Association (successor by merger to
Wells Fargo Bank Minnesota, National Association), not in its individual
capacity but solely in its capacity as the indenture trustee, as such agreement
may be amended, modified, waived, supplemented or restated from time to time.



     “Series 2002-1 LLC”: CapitalSource Commercial Loan LLC, 2002-1, a
Delaware limited liability company.



2









 





     “Series 2002-1 LLC Agreement”: The operating agreement for the
Series 2002-1 LLC, as such agreement may be amended, modified, waived,
supplemented or restated from time to time.



     “Series 2002-1 Notes”: Collectively, the 2002-1 Class C Notes and
the Series 2002-1 Class D Notes.



     “Series 2002-1 SSA”: That certain Sale and Servicing Agreement,
dated as of May 16, 2002, by and among CapitalSource Commercial Loan Trust
2002-1, as the trust, CapitalSource Commercial Loan LLC, 2002-1, as the trust
depositor, CapitalSource Finance LLC, as the originator and as the servicer,
and Wells Fargo Bank, National Association (successor by merger to Wells Fargo
Bank Minnesota, National Association), as the indenture trustee and the backup
servicer, as such agreement is amended, modified, waived, supplemented or
restated from time to time.



     “Series 2002-2 Class D Notes”: The Series 2002-2 Class D Notes
issued pursuant to the Series 2002-2 Indenture.



     “Series 2002-2 Class E Notes”: The Series 2002-2 Class E Notes
issued pursuant to the Series 2002-2 Indenture.



     “Series 2002-2 Indenture”: That certain Indenture, dated as of
October 30, 2002, by and between CapitalSource Commercial Loan Trust 2002-2, as
the issuer, and Wells Fargo Bank, National Association (successor by merger to
Wells Fargo Bank Minnesota, National Association), not in its individual
capacity but solely in its capacity as the indenture trustee, as such agreement
may be amended, modified, waived, supplemented or restated from time to time.



     “Series 2002-2 LLC”: CapitalSource Commercial Loan LLC, 2002-2, a
Delaware limited liability company.



     “Series 2002-2 LLC Agreement”: The operating agreement for the
Series 2002-2 LLC, as such agreement may be amended, modified, waived,
supplemented or restated from time to time.



     “Series 2002-2 Notes”: Collectively, the Series 2002-2 Class D
Notes and the Series 2002-2 Class E Notes.



     “Series 2002-2 SSA”: That certain Sale and Servicing Agreement,
dated as of October 30, 2003, by and among CapitalSource Commercial Loan Trust
2002-2, as the trust, CapitalSource Commercial Loan LLC, 2002-2, as the trust
depositor, CapitalSource Finance LLC, as the originator and as the servicer,
and Wells Fargo Bank, National Association (successor by merger to Wells Fargo
Bank Minnesota, National Association), as the indenture trustee and the backup
servicer, as such agreement is amended, modified, waived, supplemented or
restated from time to time.



     “Series 2003-1 Class D Notes”: The Series 2003-1 Class D Notes
issued pursuant to the Series 2003-1 Indenture.



3









 





     “Series 2003-1 Class E Notes”: The Series 2002-1 Class E Notes
issued pursuant to the Series 2003-1 Indenture.



     “Series 2003-1 Indenture”: That certain Indenture, dated as of
April 17, 2003, by and between CapitalSource Commercial Loan Trust 2003-1, as
the issuer, and Wells Fargo Bank, National Association (successor by merger to
Wells Fargo Bank Minnesota, National Association), not in its individual
capacity but solely in its capacity as the indenture trustee, as such agreement
may be amended, modified, waived, supplemented or restated from time to time.



     “Series 2003-1 LLC”: CapitalSource Commercial Loan LLC, 2003-1, a
Delaware limited liability company.



     “Series 2003-1 LLC Agreement”: The operating agreement for the
Series 2003-1 LLC, as such agreement may be amended, modified, waived,
supplemented or restated from time to time.



     “Series 2003-1 Notes”: Collectively, the Series 2003-1 Class D
Notes and the Series 2003-1 Class E Notes.



     “Series 2003-1 SSA”: That certain Sale and Servicing Agreement,
dated as of April 17, 2003, by and among CapitalSource Commercial Loan Trust
2003-2, as the trust, CapitalSource Commercial Loan LLC, 2003-2, as the trust
depositor, CapitalSource Finance LLC, as the originator and as the servicer,
and Wells Fargo Bank, National Association (successor by merger to Wells Fargo
Bank Minnesota, National Association), as the indenture trustee and the backup
servicer, as such agreement is amended, modified, waived, supplemented or
restated from time to time.



     (b) Section 1.1 of the Agreement is hereby amended by amending and
restating in their entirety the following definitions:



     “Advance Rate”: With respect to any type of Asset on any date of
determination, the corresponding percentage set forth below:



	 	 	 	 	 
	Type of Asset
	 	Advance Rate

	Senior Secured ABL Loans
	 	 	85.0	%
	Senior Secured Term Loans
	 	 	80.0	%
	Stretch Senior Secured Loans
	 	 	75.0	%
	Senior B-Note Loans
	 	 	70.0	%
	Senior Subordinated Loans
	 	 	65.0	%
	Junior Subordinated Loans
	 	 	50.0	%
	Leases
	 	 	80.0	%







4









 






	 	 	 	 	 
	Type of Asset
	 	Advance Rate

	MPAs
	 	 	80.0	%
	LLC Assets
	 	 	100.0	%







provided, however, with respect to any Acquired Loans, Assigned
Loans, Agented Notes, Participation Loans and DIP Loans, the applicable advance
rate will be determined by reference to the type of underlying Loan being
acquired, assigned, agented or participated in, as the case may be.



     “Assets”: Loans, Leases and/or LLC Assets, individually or
collectively, as the context requires.



     “Collections”: (a) All cash collections and other cash proceeds of
any Asset, including, without limitation, Scheduled Payments, Lease Payments,
Finance Charges, Prepayments, Insurance Proceeds, Distributions, all Recoveries
or other amounts received in respect thereof but excluding any Excluded
Amounts, (b) any cash proceeds or other funds received by the Seller or the
Servicer with respect to any Related Security, (c) all payments received
pursuant to any Hedging Agreement or Hedge Transaction and (d) all Deemed
Collections.



     “Concentrations Effective Date”: (i) As to any Loans and Leases,
the earlier of: (a) the date that is three months following the more recent of
(I) the Closing Date and (II) the closing of a Permitted Securitization
Transaction after the Closing Date; or (b) the date on which the Aggregate
Outstanding Asset Balance first equals or exceeds $100,000,000 following the
more recent of (I) the Closing Date and (II) the closing of a Permitted
Securitization Transaction after the Closing Date, and (ii) as to any LLC
Assets, there shall be no Concentrations Effective Date.



     “Maximum Availability”: (A) At any time after the Closing Date but
prior to the times specified in clauses (B) or (C), an amount
equal to the lesser of (x) $100,000,000 and (y) the sum of (a) the lesser of
(I) the product of the Borrowing Base and the Weighted Average Advance Rate and
(II) the Borrowing Base minus the Minimum Overcollateralization Amount,
plus (b) the amount on deposit in the Principal Collections Account
received in reduction of the Outstanding Asset Balance of any Asset that is an
Eligible Asset; (B) at any time on or after the effective date of an amendment
to the CapitalSource Funding I Transaction pursuant to which both the
commitment of VFCC thereunder shall have been reduced to $75,000,000 and the
aggregate of all amounts payable thereunder to VFCC and/or Wachovia shall have
been reduced to $75,000,000, an amount equal to the lesser of (i) $375,000,000
and (ii) the sum of (x) the lesser of (a) the product of the Borrowing Base and
the Weighted Average Advance Rate and (b) the Borrowing Base minus the
Minimum Overcollateralization Amount, plus (y) the amount on deposit in
the Principal Collections Account received in reduction of the Outstanding
Asset Balance of any Asset that is an Eligible Asset, and (C) at any time on or
after the effective date of an amendment to the CapitalSource Funding I
Transaction pursuant to which the commitment of VFCC thereunder shall be
reduced to zero and all amounts payable thereunder to VFCC and/or Wachovia
shall have been paid in full, an amount equal to the sum of (x) the lesser of
(a) the product of the Borrowing Base and the Weighted Average Advance Rate and
(b) the
Borrowing Base minus the Minimum Overcollateralization Amount,
plus (y) the amount on deposit in the Principal Collections Account
received in reduction of the Outstanding Asset Balance of any Asset that is an
Eligible Asset; provided, however, that during the Amortization



5









 





Period and at any time an Overcollateralization Shortfall exists, the Maximum
Availability shall be equal to the Advances Outstanding.



     “Outstanding Asset Balance”: (i) With respect to any Loan (other
than an MPA) at any time, the sum of (a) the portion of all future Scheduled
Payments becoming due under or with respect to such Loan as of such time
plus (b) any past due Scheduled Payments with respect to such Loan
(other than with respect to those payments to the extent a Servicer Advance is
outstanding with respect thereto) as of such time, (ii) with respect to any MPA
at any time, (a) the purchase price for such Loan paid by the Originator to the
SLP Financing Originator under the Acquisition Agreement or (b) if such MPA was
originated by the Originator, the original principal amount thereof funded by
the Originator, (iii) with respect to any Lease at any time, the sum of (a) the
Discounted Value of the remaining Lease Payments under the related Lease
Contract as of such time, plus (b) the aggregate Uncollected Billings as
of such time (other than with respect to those payments to the extent a
Servicer Advance is outstanding with respect thereto), and (iv) with respect to
LLC Assets as of any Determination Date an amount equal to (a) with respect to
the Series 2002-1 LLC, the product of the Aggregate Outstanding Loan Balance
(as defined in the Series 2002-1 SSA) as of any Determination Date and 82.5%
minus the Outstanding Principal Amount (as defined in the Series 2002-1
SSA) of the Offered Notes (as defined in the Series 2002-1 SSA) as of any
Determination Date, (b) with respect to the Series 2002-2 LLC, the product of
the Aggregated Outstanding Loan Balance (as defined in the Series 2002-2 SSA)
as of any Determination Date and 82.5% minus the Outstanding Principal
Amount (as defined in the Series 2002-2 SSA) of the Offered Notes (as defined
in the Series 2002-2 SSA) other than the Series 2002-2 Class D Notes as of any
Determination Date, (c) with respect to the Series 2003-1 LLC, the product of
the Aggregate Outstanding Loan Balance (as defined in the Series 2003-1 SSA) as
of any Determination Date and 82.5% minus the Outstanding Principal
Amount (as defined in the Series 2003-1 SSA) of the Offered Notes (as defined
in the Series 2003-1 SSA) other than the Series 2003-1 Class D Notes as of any
Determination Date; provided, that, notwithstanding anything to
the contrary contained herein, for purposes of determining the Aggregate
Outstanding Asset Balance, if any portion of an Asset is deemed to be
“charged-off” in accordance with the provisions of the definition of
Charged-Off Asset, then the entire Asset shall be deemed to have an Outstanding
Asset Balance of zero, except for purposes of calculating the Average Pool
Charged-Off Ratio.



     “SPE Obligor”: (a) With respect to any Loan acquired from
PrivateSource, an Obligor that (i) is organized as a special purpose entity and
is not an operating entity and (ii) has as its primary assets loans to, and a
security interest in the assets of, Pooled Debtors, and (b) with respect to any
LLC Asset, any of CapitalSource Commercial Loan Trust 2002-1, CapitalSource
Commercial Loan Trust 2002-2, and CapitalSource Commercial Loan Trust 2003-1.



     “Transaction Documents”: The Agreement, the Sale Agreement, each
Hedging Agreement, the Hedge Guaranty, the Lock-Box Agreement, the
Intercreditor Agreement, the First Tier Assignment and Pledge Agreement, the
Second Tier Assignment and Pledge Agreement, each Variable Funding Certificate,
the VFCC Fee Letter, any Additional Agent Fee
Letters, any Additional Purchaser Agreements, the Backup Servicer Fee
Letter, the Collateral Custodian Fee Letter, any UCC financing statements filed
pursuant to the terms of this Agreement, and any additional document the
execution of which is necessary or incidental to carrying out the terms of the
foregoing documents.



6









 





     (b) Clause 1(v) of the definition of “Eligible Asset” in
Section 1.1 of the Agreement is hereby amended by adding the following
after the words “for inclusion in the Collateral”:



     “; it being understood that selection procedures used by the Seller or
Originator for the inclusion of Assets in one or more of its various
securitizations or other financing facilities and which are solely intended to
obtain the most beneficial advance rates thereunder and/or otherwise maximize
the efficiency of such facilities, shall not be deemed to be adverse procedures
for purposes of this paragraph”.



     (c) The definition of “Pool Concentration Criteria” in Section
1.1 of the Agreement is hereby amended by adding after the words “Aggregate
Outstanding Asset Balance” in the introductory clause thereof the following:
"(calculated by excluding the Outstanding Asset Balance of any LLC Assets)”.



     (d) Clause (15) of the definition of “Pool Concentration Criteria”
in Section 1.1 of the Agreement is hereby amended and restated in its
entirety as follows:



     “(15) The number of SPE Obligors shall not exceed four.”




     (e) The definition of “Required Asset Documents” in Section
1.1 of the Agreement is hereby amended by adding the following new clause
(c) to the end thereof:



     “(c) With respect to any LLC Asset, the documents required to be delivered
to the Collateral Custodian pursuant to and in accordance with the First Tier
Assignment and Pledge Agreement and the Second Tier Assignment and Pledge
Agreement as indicated on the Asset List.”



     (f) Notwithstanding anything to the contrary contained in the Agreement,
the LLC Assets shall be deemed to be “Eligible Assets”; provided,
that, (i) the LLC Assets related to the Series 2002-1 LLC shall cease to
be “Eligible Assets” upon the earlier to occur of the date on which (a) the
Outstanding Principal Balance (as defined in the Series 2002-1 SSA) of all
classes of Offered Notes (as defined in the Series 2002-1 SSA) is reduced to
zero and paid in full or (b) any Additional Principal Amount (as defined in the
Series 2002-1 SSA) is paid on any class of Offered Notes (as defined in the
Series 2002-1 SSA), (ii) the LLC Assets related to the Series 2002-2 LLC shall
cease to be “Eligible Assets” upon the earlier to occur of the date on which
(a) the Outstanding Principal Balance (as defined in the Series 2002-2 SSA) of
all classes of Offered Notes (as defined in the Series 2002-2 SSA) is reduced
to zero and paid in full or (b) any Additional Principal Amount (as defined in
the Series 2002-2 SSA) is paid on any class of Offered Notes (as defined in the
Series 2002-2 SSA), and (iii) the LLC Assets related to the Series 2003-1 LLC
shall cease to be “Eligible Assets” upon the earlier to occur of the date on
which (a) the Outstanding Principal Balance (as defined in the Series 2003-1
SSA) of all classes
of Offered Notes (as defined in the Series 2003-1 SSA) is reduced to zero and
paid in full or (b) any Additional Principal Amount (as defined in the Series
2003-1 SSA) is paid on any class of Offered Notes (as defined in the Series
2003-1 SSA).



7









 





     (g) The Seller and Servicer hereby agree to recalculate the Outstanding
Asset Balance of any LLC Assets included as part of the Collateral on each
Determination Date and include such information as part of any Monthly Report
delivered under the Agreement.



     Section 2. Agreement in Full Force and Effect as Amended.



     Except as specifically amended hereby, the Agreement shall remain in full
force and effect. All references to the Agreement shall be deemed to mean the
Agreement as modified hereby. This Amendment shall not constitute a novation
of the Agreement, but shall constitute an amendment thereof. The parties
hereto agree to be bound by the terms and conditions of the Agreement as
amended by this Amendment, as though such terms and conditions were set forth
herein.



     Section 3. Conditions Precedent.



     This Amendment shall not be effective until having been duly executed by,
and delivered to, the parties hereto.



     Section 4. Miscellaneous.



     (a) This Amendment may be executed in any number of counterparts, and by
the different parties hereto on the same or separate counterparts, each of
which shall be deemed to be an original instrument but all of which together
shall constitute one and the same agreement.



     (b) The descriptive headings of the various sections of this Amendment are
inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof.



     (c) This Amendment may not be amended or otherwise modified except as
provided in the Agreement.



     (d) The failure or unenforceability of any provision hereof shall not
affect the other provisions of this Amendment.



     (e) Whenever the context and construction so require, all words used in
the singular number herein shall be deemed to have been used in the plural, and
vice versa, and the masculine gender shall include the feminine and neuter and
the neuter shall include the masculine and feminine.



     (f) This Amendment represents the final agreement between the parties and
may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements between the parties. There are no unwritten oral agreements
between the parties.



     (g) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO AND EACH HEDGE
COUNTERPARTY HEREBY AGREES TO THE NON–EXCLUSIVE JURISDICTION OF ANY FEDERAL
COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO AND
EACH SECURED



8









 





PARTY HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS,
AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE
AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.



     (h) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
AND EACH HEDGE COUNTERPARTY HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE
IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE
BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE
RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




9









 







     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.



	 	 	 	 	 
	THE SELLER:	 	CAPITALSOURCE FUNDING III LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven A. Museles

	

	 	Name:
	 	Steven A. Museles

	

	 	Title:
	 	Senior Vice President
          

	 
	 	 	 	 
	 	 	CapitalSource Funding III LLC
	 	 	4445 Willard Avenue, 12th Floor
	 	 	Chevy Chase, Maryland 20815
	 	 	Attention: Controller
	 	 	Facsimile No.: (301) 841–2375
	 	 	Confirmation No.: (301) 841–2731
	 
	 	 	 	 
	THE ORIGINATOR

AND SERVICER:	 	CAPITALSOURCE FINANCE LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven A. Museles


	

	 	Name:
	 	 Steven A. Museles
          

	

	 	Title:
	 	Senior Vice President 

	 
	 	 	 	 
	 	 	CapitalSource Finance LLC
	 	 	4445 Willard Avenue, 12th Floor
	 	 	Chevy Chase, Maryland 20815
	 	 	Attention: Controller
	 	 	Facsimile No.: (301) 841–2375
	 	 	Confirmation No.: (301)
	 	 	841–2731







[Signatures Continued on the Following Page]



	 	S-1	[Amendement No. 1 to Sale and Servicing Agreement]


















 







	 	 	 	 	 
	VFCC:	 	VARIABLE FUNDING CAPITAL
	 	 	CORPORATION
	Commitment:
	 	 	 	 
	

	 	By:
	 	Wachovia Capital Markets, LLC,
	$375,000,000

	 	 	 	as attorney-in-fact
	 
	 	 	 	 
	

	 	By:
	 	/s/ Bryan P. McGrath
          

	

	 	Name:
	 	Bryan P. McGrath


	

	 	Title:
	 	Vice President
          

	 
	 	 	 	 
	 	 	Variable Funding Capital Corporation
	 	 	c/o Wachovia Capital Markets, LLC
	 	 	One Wachovia Center, Mail Code: NC0600
	 	 	Charlotte, North Carolina 28288
	 	 	Attention: Conduit Administration
	 	 	Facsimile No.: (704) 383-9579
	 	 	Confirmation No.: (704) 374-2520







With respect to notices required pursuant to Section 13.2, a copy of
notices sent to VFCC shall be sent to:



	 	 	 	 	 
	 	 	Lord Securities Corp.
	 	 	2 Wall Street, 19th Floor
	 	 	New York, New York 10005
	 	 	Attention Vice President
	 	 	Facsimile No.: (212) 346-9012
	 	 	Confirmation No.: (212) 346-9008
	 
	 	 	 	 
	THE ADMINISTRATIVE AGENT

AND THE VFCC AGENT	 	WACHOVIA CAPITAL MARKETS, LLC
	 
	 	 	 	 
	

	 	By:
	 	/s/ Paul A. Burkhart
          

	

	 	Name:
	 	Paul A. Burkhart


	

	 	Title:
	 	 Vice President
          

	 
	 	 	 	 
	 	 	Wachovia Capital Markets, LLC
	 	 	One Wachovia Center, Mail Code: NC0600
	 	 	Charlotte, North Carolina 28288
	 	 	Attention: Raj Shah
	 	 	Facsimile No.: (704) 383-7979
	 	 	Confirmation No.: (704) 374-6230







[Signatures Continued on the Following Page]



	 	S-2	[Amendement No. 1 to Sale and Servicing Agreement]
















 







	 	 	 	 	 
	THE SWINGLINE PURCHASER:	 	WACHOVIA BANK, NATIONAL
	 	 	ASSOCIATION
	 
	 	 	 	 
	Commitment:
	 	 	 	 
	 
	 	 	 	 
	$50,000,000

	 	By:
	 	/s/ Raj Shah


	

	 	Name:
	 	Raj Shah


	

	 	Title:
	 	Director
          

	 
	 	 	 	 
	 	 	Wachovia Bank, National Association
	 	 	One Wachovia Center, Mail Code: NC0600
	 	 	Charlotte, North Carolina 28288
	 	 	Attention: Raj Shah
	 	 	Facsimile No.: (704) 383-7979
	 	 	Confirmation No.: (704) 374-6230







[Signatures Continued on the Following Page]


	 	S-3	[Amendement No. 1 to Sale and Servicing Agreement]















 







	 	 	 	 	 
	THE BACKUP SERVICER:	 	WELLS FARGO BANK, NATIONAL
	AND THE COLLATERAL	 	ASSOCIATION, not in its individual capacity but
	CUSTODIAN:	 	solely as Backup Servicer
	 
	 	 	 	 
	

	 	By:
	 	/s/ Joe Nardi
          

	

	 	Name:
	 	Joe Nardi


	

	 	Title:
	 	Vice President
          

	 
	 	 	 	 
	 	 	Wells Fargo Bank, National Association
	 	 	Sixth Street and Marquette Avenue
	 	 	MAC N9311-161
	 	 	Minneapolis, Minnesota 55479
	 	 	Attention: Corporate Trust Services
	

	 	 	 	  Collateral-Backed
	

	 	 	 	  Administration
	

	 	Facsimile No.: (612) 667-3539
	 	 
	

	 	Confirmation No.: (612) 667-8058
	 	 







[Signatures Continued on the Following Page]



	 	S-4	[Amendement No. 1 to Sale and Servicing Agreement]















 








	 	 	 
	Acknowledged and Agreed to
	as of the date first written above.
	 
	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION,
	as the Hedge Counterparty
	 
	 	 
	By:

	 	/s/ Bruce Young
          

	Name:

	 	Bruce Young


	Title:

	 	 Senior Vice President
          

	 
	 	 
	Wachovia Bank, National Association
	One Wachovia Center, DC-8
	Charlotte, North Carolina 28202-0600
	Attention: Bruce M. Young
	Facsimile No.: (704) 383-0575
	Confirmation No.: (704) 383-8778






	 	S-5	[Amendement No. 1 to Sale and Servicing Agreement]